UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 9, 2018
IMMUDYNE,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
333-184487 |
|
76-0238453 |
(State
or other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1460
Broadway
New
York, NY |
|
10036 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: 866-351-5907
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
| Item
4.01. |
Change
in Registrant's Certifying Accountant. |
(a) Dismissal
of Independent Registered Public Accounting Firm.
On
April 10, 2018, the Board of Directors of Immudyne, Inc. (the “Company”) dismissed Rosenberg Rich Baker Berman &
Company (“RRBB”) as the Company's independent registered public accounting firm, effective as of such date.
The
audit reports of RRBB on the consolidated financial statements of the Company for each of the two most recent fiscal years ended
December 31, 2017 and December 31, 2016 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles. The audit reports for the years ended December 31, 2017 and
December 31, 2016 contained an explanatory paragraph disclosing the uncertainty regarding the Company’s ability to continue
as a going concern.
During
the Company's two most recent fiscal years ended December 31, 2017 and December 31, 2016 and during the subsequent interim period
from January 1, 2018 through April 10, 2018, (i) there were no disagreements with RRBB on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to RRBB's satisfaction, would
have caused RRBB to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were
no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided RRBB with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission
(the “SEC”). A copy of RRBB’s letter dated April 13, 2018 to the SEC, stating whether it agrees with the statements
made in this report, is filed as Exhibit 16.1 to this report.
(b) Engagement
of New Independent Registered Public Accounting Firm.
On
April 5, 2018, the Board of Directors engaged BF Borgers CPA PC ("BF") as the Company's independent registered public
accounting firm for the year ending December 31, 2018.
During
the two most recent fiscal years ended December 31, 2017 and December 31, 2016 and during the subsequent interim period from January
1, 2018 through April 10, 2018, neither the Company nor anyone on its behalf consulted BF regarding either (i) the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that
BF concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial
reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event”,
each as defined in Regulation S-K Item 304(a)(1)(iv) and 304(a)(1)(v), respectively.
| Item
9.01. |
Financial
Statements and Exhibits |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
IMMUDYNE,
INC. |
| |
(Registrant) |
| |
|
| Date:
April 13, 2018 |
By: |
/s/
Justin Schreiber |
| |
Name: |
Justin
Schreiber |
| |
Title: |
Chief
Executive Officer |
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